Miami, FL, June 28, 2022 Atlantic Sapphire ASA(" Atlantic Sapphire" or the "Company") has retained DNB Markets, a part of DNB Bank ASAas Sole Global Coordinator and Joint Bookrunner and Arctic Securities ASas Joint Bookrunner (together, the "Managers") to advise on and effect a private placement (the "Private Placement") of the NOK equivalent of approximately USD 125 millionin new shares to be issued by the Company (the " Offer Shares"). The net proceeds from the Private Placement will be used to (i) fully fund estimated remaining equity financing of Phase 2 Capex based on latest capex estimate, with an estimated buffer; (ii) repayment of debt facility of USD 25 million; and (iii) general corporate purposes. Bank debt update In connection with the Private Placement, DNB Bank ASAhas credit approved an extension (to April 2024) and commitment of the USD 98 millionterm loan and the USD 20 millionterm loan to be used towards Phase 2 construction. Farm Credit has not yet concluded its credit process for the extension of its USD 12 millionof term debt already committed. The new facility will be available to the Company to draw subject to a one-time fulfillment of new incurrence tests related to operational milestone (harvest volume) and reaching certain financial performance metrics (EBITDA). The Company believes there is sufficient headroom in the incurrence tests compared to budget. Please see the Investor Presentation for more detail. The debt is structured under the Company's existing credit agreement and will have the same key terms (i.e. interest margin and covenants). Phase 2 update The Private Placement, together with the Phase 2 debt as described above, is estimated to fully fund Phase 2, taking the Company to an estimated total annual harvest level of 25,000t HOG in the US. The current Phase 2 capex estimate is USD 275-300 million, of which USD 70 millionhas been invested as of H1 2022. There remains uncertainty on the capex estimate due to global supply chain disruptions and inflationary pressure, leaving certain up- and downside on the final figure versus estimated range. The Company decides when and how funds should be deployed towards Phase 2. Quality and cost optimization will be prioritized over speed when completing the Phase 2 construction. The following investors have pre-committed to apply for, and will be allocated, Offer Sharesfor the following amounts; (i) Nordlaks Holding AS, one the largest privately owned salmon farming companies in the world, for NOK 150 million(ii) Norsk Landbrukskjemi AS, the investment company of Kjell Bjordal, for NOK 12 million(iii) Strawberry Equities AS, for the NOK equivalent of USD 12.5 million(iv) Joh Johannson Eiendom AS, for the number of shares corresponding to ~4.5% ownership post Private Placement (on current levels, the NOK equivalent of approx. USD 8.6 million) Further, the following primary insiders and employees have pre-committed to subscribe for Offer Sharesin the Private Placement; o Alsco AS, represented on the board of directors and the Company's largest shareholder with a holding of 12.02%, for NOK 10 milliono Runar Vatne, a member of the board of directors, for NOK 50 milliono Tone Bjørnov, a member of the board of directors, for NOK 200,000o Andre Skarbø, a member of the board of directors, for NOK equivalent of 1.1674% of the Private Placement o Karl Øystein Øyehaug, Chief Financial Officer in the Company, for NOK 250,000o Jon-Birger Løvik, Chief Operating Officer in the Company, for NOK 500,000o Svein Taklo, Chief Development and Infrastructure Officer in the Company, for NOK 200,000The Private Placement is directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and offering prospectus requirements, and subject to other applicable selling restrictions. The price per Offer Share (" Offer Price") in the Private Placement will be set by the Company's board of directors (the "Board") on the basis of an accelerated book-building process conducted by the Managers. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000to the extent exemptions from the prospectus requirement in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available. The bookbuilding period in the Private Placement will commence today, 28 June 2022at 16:30 CESTand close on 29 June 2022at 08:00 CEST. The Managers and the Company may, however, at any time, and at their sole discretion, resolve to close or extend the bookbuilding period on short or without notice. If the bookbuilding period is shortened or extended, other dates referred to in this notice may be adjusted accordingly. Settlement and conditions The Private Placement will be divided into two tranches, of which 18,000,000 Offer Shareswill be issued by the Board of Directors pursuant to an authorization (the "Board Authorization") granted by the Company's annual general meeting held on 19 May 2022("Tranche 1", and as the case may be, the "Tranche 1 Offer Shares"), and a second tranche with a number of Offer Shareswhich results in a total transaction (i.e., both tranches) that equals the final offer size ("Tranche 2" and as the case may be, the "Tranche 2 Offer Shares"). Tranche 1 will be settled on a delivery versus payment basis facilitated by a pre-funding agreement between the Company and the Managers. Tranche 2 will be divided into two-sub tranches, of which the first sub-tranche ("Tranche 2A") will be settled with existing and listed shares through a share lending arrangement between the Company, Alsco AS and JEA Invest AS and DNB Markets, and the second sub-tranche ("Tranche 2B") will be settled on a delivery versus payment basis facilitated by a pre-funding agreement between the Company and the Managers. Completion of Tranche 2 will be subject to approval by an extraordinary general meeting of the Company (the "EGM"), as further described below. Delivery of Tranche 1 Offer Shares will be made on a delivery versus payment ("DVP") basis on or about 1 July 2022and the Offer Shares in Tranche 1 are expected to be tradable on or about 30 June 2022after the share capital increase has been registered. Delivery of Tranche 2 Offer Shares will be made on a DVP basis on or about 22 July 2022, subject to approval by the EGM of the share capital increase pertaining to Tranche 2. As noted above, the Offer Shares in Tranche 2A will be delivered as existing and listed shares through a share lending agreement, while the Offer Shares in Tranche 2B will be delivered on a DVP basis on a separate ISIN pending approval and publication of the Prospectus (as defined below). Tranche 2A Offer Shareswill be tradable after the expected approval by the EGM. Applicants will receive a pro-rata allocation of Offer Sharesin Tranche 1 and Tranche 2, and in Tranche 2A and Tranche 2B, based on their overall allocation in the Private Placement, with the exception of Joh Johannson Eiendom AS, Norsk Landbrukskjemi AS and the primary insiders and key employees, which have agreed that the new shares it is allocated in the Private Placement will all be allocated in Tranche 2B. The listing of the Tranche 2 Offer Shares requires the preparation and publication of a prospectus (the "Prospectus") approved by the Norwegian Financial Supervisory Authoritybefore such shares can be listed on the Oslo Stock Exchange, currently expected within mid-August 2022. The completion of Tranche 1 is subject to approval by the Board pursuant to an authorisation given by the Company's annual general meeting held on 19 May 2022. The completion of Tranche 2 is subject to the approval of issuance of shares under Tranche 2 by the EGM to be summoned shortly after conditional allocation in the Private Placement has occurred. Completion of Tranche 1 is not conditional upon completion of Tranche 2, and acquisition of shares under Tranche 1 will remain final and binding and cannot be revoked or terminated by the respective applicants if Tranche 2 is not completed. Subject to completion of the Private Placement, customary lock-up agreements are expected to be entered into with the following individual and their related companies: o Key management (90 days) I. Johan E. Andreassen, Chief Executive Officer; II. Karl Øystein Øyehaug, Chief Financing Officer; III. Alejandro Castro, Chief Business Officer; IV. Jon-Birger Løvik, Chief Operating Officer; and V. Svein Taklo, Chief Development and Infrastructure Officer o Board members (90 days) o The Company (180 days) Equal treatment The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, Oslo Børs' Circular no. 2/2014 and the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange, and is of the opinion that the contemplated Private Placement is in compliance with these requirements. The share issuance will be carried out as a private placement in order to satisfy a requirement from the Company's lenders in order to access additional debt funding and to complete a transaction in an efficient manner without the significant discount typically seen in rights issues, and without the need for a guarantee consortium. The split in Tranche 1 and Tranche 2 has also been made to reduce the completion risk. On this basis and based on an assessment of the current equity markets, the Board has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders' preferential rights to subscribe for the Offer Shares will be deviated from. Potential Subsequent Offering Subject to, among other things, completion of the Private Placement, grant by the EGM of an authorization to the Board of Directors to increase the share capital, and the market price of the Company's shares, the Board will consider to carry out a subsequent share offering (the "Subsequent Offering") at the Offer Price. Any such Subsequent Offering, would be directed towards existing shareholder in the Company as of 28 June 2022(as registered with the VPS two trading days thereafter) who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Sharesin the Private Placement and (iii) are not resident in jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering. Advokatfirmaet CLP DAis acting as a legal advisor for the Company in connection with the Private Placement. Advokatfirmaet BAHR ASis acting as legal advisor to the Managers in connection with the Private Placement. For further information, please contact: Johan E. Andreassen Chairman, Atlantic Sapphire ASA, and CEO, Atlantic Sapphire USA LLC; Karl Øystein Øyehaug Managing Director, Atlantic Sapphire ASA, and Chief Financing Officer, Atlantic Sapphire USA LLC[email protected] About Atlantic Sapphire ASA Atlantic Sapphireis pioneering Bluehouse® (land-raised) salmon farming, locally, and transforming protein production, globally. Atlantic Sapphirehas been operating its innovation center in Denmarksince 2011 with a strong focus on R&D and innovation to equip the Company with the technology and procedures that enable the Company to commercially scale up production in end markets close to the consumer. In the US, the Company has identified and obtained the requisite permits to construct its Bluehouse® in the ideal location in Homestead, Florida, just south of Miami. The Company has completed Phase 1 construction, which provides the capacity to harvest approximately 10,000 tons (HOG) of salmon annually. The Company completed its first commercial harvest in the US in September 2020. Atlantic Sapphireis currently constructing its Phase 2 expansion, which will bring total annual production capacity to 25,000 tons, and has a targeted harvest volume in 2031 of 220,000 tons. This information was considered to be inside information pursuant to the EUMarket Abuse Regulation. This stock exchangeannouncement was published by Karl Øystein ØyehaugChief Financial Officer on the time and date provided. Important information The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japanor the United States(including its territories and possessions, any state of the United Statesand the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, does not purport to be full or complete and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United Statesor in any other jurisdiction where such offer of solicitation is unlawful. The securities mentioned herein have not been, and will not be, registered under the United States SecuritiesAct of 1933, as amended (the "US Securities Act"), or under the applicable securities laws of Australia, Canadaor Japan. The securities may not be offered or sold in the United Statesexcept pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United Statesor to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japanor the United States. The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation ( EU) 2017/1129 (together with any applicable implementing measures in any Member State). In the United Kingdom, this communication is only addressed to and is only directed at "qualified investors" within the meaning of Regulation ( EU) 2017/1129 as it forms part of the laws of the United Kingdomby virtue of the European Union(Withdrawal) Act 2018 (including any statutory instruments made in exercise of the powers conferred by such act) who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. The Managers and their respective affiliates disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither the Managers nor any of their respective affiliates makes any representation or warranty, express or implied, as to the accuracy and completeness of this announcement (or whether any information has been omitted from the announcement) or as to any other information relating to the Company its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith, and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement. In connection with any offering of the shares, the Managers and any of their affiliates acting as an investor for their own account may take up as a principal position in any shares and in that capacity may retain, purchase or sell for their own accounts such shares. In addition, they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
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